This Agreement (referred to as "Agreement") is the definitive agreement
between SmilesOnMiles Tourism Services PVT.LTD, a company incorporated under the
Companies Act, 1956 and having its registered office at (206 B-12 Oshiwara palm grove
Patliputra nagar,Opposite Mega Mall Jogeshwari west Mumbai 400102) and the "Agent"
subscribing electronically to this service with his/its details captured separately.
SmilesOnMiles.in, A vertical of SmilesOnMiles Tourism Services PVT.LTD and the Agent are hereinafter individually called "Party" and collectively, "the Parties") The use of the Website by the Agent shall confirm the Agent's acceptance of this Agreement and signifies that the Agent agrees to be legally bound by the terms and conditions of this Agreement.
WHEREAS (SmilesOnMiles Tourism Services PVT.LTD) is the owner of the Website www.SmilesOnMiles.in and www.SmilesOnMiles.in/agency after referred to as "the Website"), and engaged in the business of providing travel services through the website and the Agent is engaged in the business of providing travel services to its customers including ticketing, hotel bookings, tour packages (uploaded by other agents) and uploading of holiday packages through agent login for selling packages online on portals of SmilesOnMiles (if applicable).
NOW, THEREFORE, in consideration of the payments and other covenants, obligations and representations contained herein, the sufficiency whereof is hereby acknowledged, the Parties agree as follows:
1. Interpretation in this Agreement, unless otherwise provided or if the subject or context otherwise requires:
a. Words denoting the singular include the plural and vice versa and words denoting the whole include a reference to any part thereof.
b. Clause and Paragraph headings are inserted for ease of reference only and shall not affect the interpretation of this Agreement.
c. References to this Agreement or any document or agreement include references to such document or agreement as amended, novated, supplemented, varied or replaced from time to time.
d. The words "including", "include" and "in particular" shall be construed as being by way of illustration only and shall not be construed as limiting the generality of any preceding words. This is an automated program, which is based on cloud computing technology and intends to make the automated software application usage simpler. However, the software does not intend to guarantee increased sales or growth.
The company shall not be responsible for the content and quality of data uploaded by the travel agent through the agent login. The travel agent is responsible to add and manage their own data using the relevant screens in the agent login.
The company shall not be responsible for the quality of services provided by the travel agent to their clients.
The performance of the website depends upon the internet speed and the quality of screens and peripherals that the travel agent is using.
SmilesOnMiles and / or the Company will not be responsible for any type of complaints or legal tangles between the travel agent and their clients.
The Company has the right to introduce fees / increase commission and travel agent will need to pay the necessary charges to continue using the Website.
The setup fees (if any) paid to the company is non-refundable under any circumstances. The setup fees paid will be forfeited in case the travel agent is not able to complete the on boarding process as prescribed by SmilesOnMiles within the stipulated timelines or the travel agent is unable to go ahead with the activation due to any other reason.
In cases when the on-boarding process is not completed by the travel agent in 60 days from the date of signing up on SmilesOnMiles, the Company has the right to deactivate the account of the travel agent, without any notice.
SmilesOnMiles and / or the Company will not be responsible for any misuse of login credentials of the travel agent (or any other users) tampering the data that belongs to the company or its website.
The Agent agrees to allow SmilesOnMiles to perform ongoing maintenance and improvements in the website, which will be done on regular basis to help refine the system.
Although SmilesOnMiles ensures a round the clock availability of all the features on its website, there are occasions when the system could be taken down for maintenance and related upkeep activities, which the agent shall be informed. The Travel agent agrees to face such outages.
The Agent agrees to store its confidential data on SmilesOnMiles’s cloud platform, which is assured to be maintained safe by SmilesOnMiles’s advanced data security framework.
The Company has the right to discontinue the agent account and delete packages displayed due to less patronage from customers. This is only applicable incase Company continues its model of free subscription.
At any stage, if an agent wants to discontinue and delete its account from the program, there must be a written request from the authorized personnel from the Travel Agent to the Company and in this case the rolling deposit (if any with the company) shall be refunded to the Agent within 10 working days by the Company.
Before terminating the agreement agent has to fulfill the responsibilities towards the packages which are already booked.
Any dispute pertaining to the application shall be settled only under the respective jurisdiction of Indian law and the jurisdiction of the Courts shall be at Mumbai.
Any changes in the package rates / costs must be communicated to the Company by the Agent. The Agent shall be responsible for the said changes in package rates and dates.
The agent has to provide SmilesOnMiles Tourism Services PVT.LTD with a copy of self-attested PAN card and proof of address.
In accordance with the terms and conditions set out below including, without limitation:
Part 1 - Terms for SmilesOnMiles Travel Agent Program;
Part 2 - Fees and Payment Terms for SmilesOnMiles Travel Agent Program; and
Part 3 - Guidelines for SmilesOnMiles Travel Agent Program
And any notices or other conditions referred to in this document (collectively, the “Agreement”). WHEREAS the information contained in this Agreement and on the SMILESONMILES Website relating to the Program shall not constitute an offer made by SMILESONMILES and / or the Company. The Agreement is made and entered into as of the date on which the Company, through its website www.SmilesOnMiles.com, issues the agent the User name and Password in accordance with the Agreement (as described below) (the “EffectiveDate”) by and between the Company and you, the details of which you have provided to the Company through this agreement, and continues in full force and effect unless and until terminated in accordance with this Agreement (the “Term”).
Part 1 – Terms for SMILESONMILES Travel Agent Program The terms of
this agreement are as follows:
Marketing: During the Term, Agent shall, where Agent deems it suitable for its in-store customers:
Actively sell the travel products and services available on the Website to its in-store customers, and Display SMILESONMILES Promotional Materials (where provided) in a prominent manner in order to generate maximum number of Transactions by Customers on the Website.
Access to Website: Agent shall access and use the Website in a manner consistent with this Agreement and the guidelines revised by the Company (at its sole and absolute discretion) from time to time. Agent acknowledges and accepts that failure to comply with the guidelines or to this Agreement for access to the Website, or any other direction of the Company, will result in non-payment of all or some of the commission otherwise due to the Agent, including, without limitation, where the relevant transactions cannot be readily associated with or linked to Agent’s access to the Website to the Company’s satisfaction, and the Agent shall have no claim against the Company or SMILESONMILES for the payment of commission.
Customer Contracts: Prior to the completion of a Transaction from the agent’s login, the Agent shall: make clear to Customers that the applicable travel service provider provides the travel service directly to the Customer and shall not display or make any statement which expressly or by implication contradicts this proposition;
communicate fully and accurately to the Customer the description of the travel services to which the Transaction relates as made available on the Website;
communicate fully and accurately to the Customer any limitations or restrictions relating to the relevant travel services including, without limitation, whether cancellations or changes are permitted and the consequences of same;
ensure that the Customer signs the Booking Form and also ensure the security of the signed Booking Forms for at least seven (7) years after the date on which the Transaction is made and must provide to the Company a copy of the same upon request.
Agent undertakes not to make any verbal or written assurances to a Customer which are additional to or contradict the Terms, including without limitation by promising that any special requests will be met.
Agent shall be solely responsible and liable in respect of any representations, or special request confirmed or made to the Customer whether or not made without Company’s prior written authorization and approval.
Customer Communications, Customer Care and Complaints: Agent shall within twenty-four (24) hours of receipt:.
i. provide to Customer, without modification or deletion, all information received from SMILESONMILES relating to a Transaction (e.g., SMILESONMILES’s booking confirmation emails and other customer support communications); and provide to SMILESONMILES without modification or deletion all communications relating to a Transaction (e.g., further booking requests and other customer service inquiries) or complaints (including any complaint to fair trading body or any other regulatory trade body) received from Customer. Agent shall notify SMILESONMILES website within three (3) days of Agent’s receipt of any Customer formal complaint, claim or action regarding a Transaction.
Fraud: Agent shall be solely responsible for, and must indemnify SMILESONMILES and/or the Company for any loss arising from or in connection with, the fraudulent or other misuse of credit / debit cards by means of which Transactions are completed, regardless of whether such credit cards belong to Agent or to the Customer, or to any other person.
General Prohibitions: In no event shall Agent:
place or attempt to place references to SMILESONMILES or the Program on or in: publications, offline or online advertisements; unsolicited communications, including faxes, e-mails, SMS or MMS, instant messages, unless SMILESONMILES has provided its prior written consent; or Cause or attempt to cause any Transactions to be entered into in the name of the Customer without such Customer’s full knowledge and consent.
Agent Application and Agent User Id and Password: Following application by the Agent to join the Program, after verification of identity of the Agent, the company through its website SmilesOnMiles.com shall provide to Agent the Agent user name and Password by electronic mail. The Agent agrees that it will be responsible for ensuring that the electronic mail account provided for the purposes of receipt of the electronic mail is not a shared account and will be a secure account used only by the Agent.
Website Access: The Company shall provide the Agent an access to the Website www.SmilesOnMiles.com to enable to provide the marketing services described in Clause A1. SMILESONMILES Promotional Materials: The Company may from time to time during the term of this Agreement, and at its sole discretion, provide to Agent certain SMILESONMILES Promotional Materials. The Company may introduce or withdraw SMILESONMILES Promotional Materials for use by Agent at any time.
Grant of License: Subject to the terms and conditions of this Agreement, the Company hereby grants to Agent a limited, non-transferable, non-exclusive, revocable, non-sub licensable license to display in- store the SMILESONMILES promotional Materials which may be provided by the Company to Agent from time to time and to reproduce the Booking Form and booking confirmation emails sent by SMILESONMILES to Agent for use in connection with Customers who have effected a Transaction through the Website. Use of the SMILESONMILES Promotional Materials may be subject to such usage guidelines or additional terms as SMILESONMILES may prescribe.
Customer Support and Fulfillment: SMILESONMILES and/or the Company shall use commercially reasonable efforts to provide, or procure to be provided, customer support and fulfillment services to Agents and to Customers during the same hours and at the same level of service and functionality that SMILESONMILES provides, or procures to be provided, to its customers booking outside the Agent Program in the same geographic region.
TERM: This Agreement will commence on the Effective Date and, unless terminated earlier as provided herein, shall continue from the Effective Date until either party gives notice in accordance with the provisions of Clause
E.The Company shall have the right to terminate this Agreement in its sole and absolute discretion with immediate effect upon the provision of written notice to such Agent without providing any reason. Agent may terminate this Agreement on thirty (30) days’ written notice to the Company. The rights and remedies provided in this Clause are not exclusive and are in addition to any other rights and remedies provided by law or this Agreement.
iii. Upon termination or expiration of this Agreement for any reason:
i. Agent shall immediately cease using Agent User Id and Password and the SMILESONMILES Promotional Materials;
Agent Account shall be shut down immediately by SMILESONMILES; and
Agent shall account to SMILESONMILES for all Customer monies held by it pursuant to Clause A4 (iv)
Agent is bound to return all the properties belong to the SMILESONMILES and / or the COMPANY provided to him / her by SMILESONMILES and / or the Company within a period of 7 days. Failure to do so SMILESONMILES and / or the Company has reserved the right to take legal action against the Agent. INDEMNIFICATION: Agent shall, at its expense and the Company’s request, defend any third party claim or action brought against SMILESONMILES and SMILESONMILES Group Members and related Companies, and all of their respective directors, officers, employees, licensees, agents and independent contractors, for any wrong or the default made by Agent.
Part 2 - Fees and Payment Terms for SMILESONMILES Travel Agent Program
Holiday Packages (to be uploaded by the Agent on the Website for online sales): The Company shall pay to the agent after deducting its charges, as agreed upon, from the tour cost displayed on website and communicated to the Agent.
Airline, Hotel, Bus and Holiday Packages (uploaded by other agents): The Agent can avail services like air and bus ticketing, hotel bookings and holiday package bookings of other agents by adding markups. The booking amount will be deducted from the rolling deposits (to be maintained with the company).
Rolling Deposits: The Agent shall maintain a rolling deposit with the company to avail air and bus ticketing, hotel bookings, holiday package bookings (uploaded by other agents) and other travel services. The rolling deposit could be paid by Cheque / NEFT / RTGS / Credit Card / Debit Card. Cancellations: In case of cancellation of booking made by the agent through the Agent Login of the Website, the Company shall credit the amount to the Rolling Deposit Account of the Agent after deducting the cancellation charges applicable to that particular booking. In case of cancellation of holiday package booking (uploaded by the agent) made by the customer on the Website, the cancellation charges will vary as per the holiday package.
The Variation of cancellation charges / commission of the Company: The Agent acknowledges and agrees that the Company may, from time to time in its sole discretion and without requiring further consent of the Agent, may change the payable charges / commission rate set out in the above payment clauses. If the Company makes such a variation it shall notify the Agent of its decision in writing (which notification may be email or by notice displayed on the Website). If the Company makes such a notification, the new rates of such deduction charges / commission shall apply from the first day of the next calendar month following the month in which any such notification is made by the Company.
Part 3 - Guidelines for SMILESONMILES Travel Agent Program
Under the Program, the Agent acts as a service provider to SMILESONMILES i.e. the website of the Company in return for a Marketing Fees (if any). In order to participate in the Program, the Agent must adhere to these Guidelines and any other direction issued by SMILESONMILES and/or the Company from time to time.
Agent must not create or use any advertising or other promotional materials in relation to the Program, except those provided or expressly approved in writing, by the Company.
If Agent opts to collect a Booking Fee from Customers, the Agent must make clear to the Customer that the Booking Fee is distinct from the cost of travel products and services booking on www.SmilesOnMiles.com.
Agent must notify the Company of any enquiries from the tax authorities or other government agencies about the Travel Agent Program on which Marketing Fees are paid under the Program and the Agent must provide the Company with an opportunity to review/contribute to any response the Agent makes to such enquiries.
Agent must not say anything harmful, and must not do anything or omit to do anything which, in the Company’s reasonable opinion, may adversely affect SMILESONMILES and / or the Company’s brand, reputation or goodwill.
Agent must not misrepresent any of the terms of the contract relevant to services being provided by SMILESONMILES and / or the Company including product descriptions.